euNetworks 2013 Annual Report

AnnualReport2013
Annual Report 2013
Singapore
euNetworksGroup Limited
50 Raffles Place,
#32–01 Singapore LandTower,
Singapore 048623
Tel: +65 6536 5355
Fax: +65 6536 1360
Email: info@eunetworks.com
Directors: Nicholas George, Brady Rafuse,
Uwe Nickl, Joachim Piroth, DanielAegerter,
Lam Kwok Chong, Neil Hobbs, Duncan Lewis, John
Siegel, Kai–Uwe Ricke
Registered in Singapore Number 199905625E
euNetworks Pte. Ltd
50 Raffles Place,
#32-01 Singapore LandTower,
Singapore 048623
Tel: +65 6536 5355
Fax: +65 6536 1360
Directors: Brady Rafuse, Lam Kwok Chong
Registered in Singapore Number 200413244D
United Kingdom
euNetworks Fiber UK Limited
15Worship Street,
London EC2A 2DT,
United Kingdom
Tel: +44 20 7952 1300
Fax: +44 20 7256 5859
Directors: Nicholas George, Brady Rafuse
Registered in England Number 4840874VAT
Registration Number 877685941
Austria
LambdaNetCommunicationsAustriaGmbH
Simmeringer Hauptstrasse 24,
1110Vienna,
Austria
Email: info@lambdanet.net
or info@eunetworks.com
Managing Director: Uwe Nickl
Registered inAustria Number FN 198034 bVAT
Registration NumberATU52347009
Belgium
euNetworks BVBA
Blvd Louis Schmidtlaan 119,
Bus 3, Brussels 1040,
Belgium
Email: info@euNetworks.com
Zaakvoerder: Nicholas George, Brady Rafuse
Registered in Belgium Number 0887 348 674VAT
Registration Number BE 0887.348.674
Czech Republic
LambdaNetCommunications s.r.o
Tresnová 912,
28903 Mestrec Kràlòve,
Czech Republic
Managing Director: Jindrich Oupický
Registered in Czech Republic Number 26201691
VAT Registration Number CZ 26 20 16 91
France
euNetworks SAS
Registered office,
102Avenue des champs Elysees,
75008 Paris, France
Président de la Société: Nicholas George
Directeur Générale: Brady Rafuse
Registered in France Number 490505 773 RCS Paris
VAT Registration Number FR 4905 057 730 0013
Germany
euNetworksGmbH
Ludwig-Landmann-Straße 405,
60486 Frankfurt,
Deutschland
Tel: +49 69 90554 0
Fax: +49 69 90554 111
Geschäftsführer: Uwe Nickl, Joachim Piroth,
Sueleyman Karaman
Amtsgericht Frankfurt am Main, HRB 88224,
Steuernummer 04523251638,
Umsatzsteuer ID: DE 201 739 716
euNetworks ServicesGmbH
60486 Frankfurt,
Deutschland
Tel: +49 69 90554 0
Fax: +49 69 90554 111
Geschäftsführer: Uwe Nickl, Joachim Piroth
Amtsgericht Frankfurt am Main, HRB 48468,
Steuernummer 047 243 28543,
European Fiber NetworksAssetGmbH
60486 Frankfurt,
Deutschland
Tel: +49 69 90554 0
Fax: +49 69 90554 111
Amtsgericht Frankfurt am Main; HRB 77116,
European Fiber Networks“GND”GmbH
60486 Frankfurt,
Deutschland
Tel: +49 69 90554 0
Fax: +49 69 90554 111
Amtsgericht Frankfurt am Main; HRB 77008,
euNetworks Managed ServicesGmbH
Günther-Wagner-Allee 17,
30177 Hannover,
Deutschland
Tel: +49 511 84 88 0
Fax: +49 511 84 88 15 09
Geschäftsführer: Uwe Nickl, Joachim Piroth,
MarkusWeiland
Amtsgericht Hannover; HRB 207966,
Umsatzsteuer ID: DE 201 658266
TeraGateGmbH
Garmischer Str. 8,
80339 Munich,
Deutschland
Tel: +49 891 27 10 10
Fax: +49 891 27 10 199
Email: info@teragate.de
Amtsgericht Munich; HRB 196260,
Umsatzsteuer ID: DE 20 72 53 848
Ireland
euNetworks Ireland - Private Fiber Limited
Suite D16 (2nd floor M),
The Cubes Offices,
Beacon South Quarter,
Sandyford, Dublin 18,
Ireland
Tel: +353 1 652 1200
Fax: + 353 1 652 1201
Directors: Brady Rafuse, Nicholas George
Registered in Ireland Number 314398VAT
Registration Number IE 6334398A
The Netherlands
euNetworks B.V.
Paul vanVlissingenstraat 16,
1096BKAmsterdam,
The Netherlands
Tel: +31 20 354 8080
Fax: +31 20 653 5791
Registered in the Netherlands Number 341 844 91
(Chamber of Commerce ofAmsterdam)
VAT Registration Number NL 8119.14.409.B.01
euNetworks DataCentres B.V.
1096BKAmsterdam,
The Netherlands
Tel: +31 20 354 8080
Fax: +31 20 653 5791
euNetworks DCH B.V.
1096BKAmsterdam,
The Netherlands
Tel: +31 20 354 8080
Fax: +31 20 653 5791
Other
euNetworks (BVI) Limited
PO Box 957
Offshore Incorporations Centre
RoadTown,Tortola
BritishVirgin Islands
Directors: Nicholas George, Brady Rafuse
Registered in the BritishVirgin Islands No 521121

OperationalOverview
3 Our Business
8 Financial Operational Highlights
9 Chairman’s Statement
10 Chief ExecutiveOfficer’s Message
14 Review Progression
SECTION 1 Corporate Information
22 Corporate Information
23 Board of Directors
27 Key Management
SECTION 2 CorporateGovernance
29 CorporateGovernance Report
38 Report of the Directors
46 Statement by Directors
SECTION 3 IndependentAuditor’s Report
48 IndependentAuditor’s Report
SECTION 4 Financial Statements
50 Consolidated Statement ofComprehensive Income
51 Consolidated Statement of Financial Position of theGroup
52 Statement of Financial Position of theCompany
53 Consolidated Statement ofCash Flows
54 Statements ofChanges in Equity of theGroup andCompany
56 Notes to Financial Statements
SECTION 5 Statistics of Shareholdings
100 Shareholders’Information
SECTION 6 Notice ofAnnual General Meeting
105 Notice ofAnnualGeneral Meeting
111 Proxy Form
Contents
This annual report has been prepared by theCompany and its contents have been
reviewed by theCompany’s Sponsor,CIMB Bank Berhad,Singapore Branch for compliance
with the relevant rules of the Singapore Exchange SecuritiesTrading Limited (“Exchange”).
TheCompany’s Sponsor has not independently verified the contents of the annual report.
This annual report has not been examined or approved by the Exchange and the Exchange
assumes no responsibility for the contents of this annual report,including the correctness
of any of the statements or opinions made or reports contained in this annual report.
The details of the contact person for the Sponsor is:
Mr.JasonChian (Director,Corporate Finance)
CIMB Bank Berhad,Singapore Branch,
50 Raffles Place
#09-01 Singapore LandTower
Singapore 048623
Telephone (65) 6337 5115

Operational
Overview
Our Business..................................................................................... 3
Financial Operational Highlights.......................................................... 8
Chairman’s Statement......................................................................... 9
Chief Executive Officer’s Message.......................................................... 10
Review Progression ....................................................................... 14
euNetworks Group Limited and its subsidiaries 20132

OperationalOverview
Our Business
We believe that every business can benefit from bandwidth without limits.
• Bandwidth changes everything. As the essential enabler of the digital age,connecting
individuals to each other,business to consumers,enterprises to enterprises and
governments to people.
• euNetworks delivers its customers a superior bandwidth experience based on its fibre
network,its commitment to great data,process and systems and also its people.
• euNetworks is a horizontally integrated bandwidth infrastructure company.It sells
bandwidth products to wholesale customers and bandwidth based solutions to enterprises.
Our Goals
Deliver growth both organically and inorganically.
Target scale,thereby delivering:
gross margins capital expenditure* operating cash flow *adjusted EBITDA
margins
* Expressed as a percentage of revenue
Focus on our shareholders,our customers,our people
and the communities in which we operate.
80% 30% 15%45%
euNetworks Group Limited and its subsidiaries 2013 3

Horizontally integrated business
model
euNetworks benefits from operating a
horizontally integrated business model
in an industry characterised by high barriers
to entry and unique assets, namely deep
metropolitan networks. In today’s market,
replicating these assets would be complex,
time consuming and costly.
Facilities based owned
infrastructure
euNetworks owns and maintains high density
last mile fibre networks in 15 major European
cities, with 13 of these in operation – London,
Dublin,Amsterdam, Rotterdam, Utrecht,
Frankfurt, Berlin, Hamburg, Munich,
Dusseldorf, Stuttgart,Cologne and Paris.
These deep metropolitan networks are the
cornerstone for euNetworks’ development
and ability to scale in line with customer and
market demand.They are interconnected with
a fibre-based long haul intercity backbone
network spanning most ofWestern Europe,
and regionally across Germany, enabling a
seamless bandwidth experience for customers
in cities, between cities, and countries.
euNetworks also owns and operates 28 data
centre facilities, with 26 of these located in
Germany and two in the Netherlands.These
sites support euNetworks’ bandwidth services
as customers require connectivity from data
centres to redundant sites or office locations.
euNetworks further enables this requirement
with direct connection to over 230 data
centres across Europe today.The company
also offer direct connection to 670 enterprise
buildings and 140 wireless towers in
metropolitan markets, with a further 137
wireless towers located within connected
data centres and enterprise buildings.
A focused product set,
enabling mega trends
euNetworks believes in high gross as well
as EBITDA margins, so product focus and
scalability are critical.The product set in place
today is aligned to meet the direct service
needs of wholesale customers and to enable
bundling for solution delivery to enterprises.
euNetworks’ bandwidth infrastructure
product set consists of three transmission
products - Dark Fibre,Wavelengths in the
metro and long haul, and Ethernet. Each
provides customers with high bandwidth
data connections that can be used to
support many enterprise applications,
from commodity trading to data storage and
back up, cloud service provision to converged
networking.The Internet product provides
connectivity over a shared infrastructure,
providing a better cost model for smaller
customers who have similar application
requirements but with less traffic demand.
euNetworks’Colocation enables the company
to provide not only the bandwidth and
connectivity, but also the space and power
to host customers’ telecommunications and
IT equipment.
Lean and‘friction free’
production system
With ownership of its unique assets,horizontal
business model approach, and its focused
product set, euNetworks seeks to be a
focused and low cost producer, keeping
the production system as lean and as simple
as possible.The company’s delivery model
requires a relentless pursuit of linking good
data to processes to systems to platforms in
a way that is without‘friction’.This ultimately
enables the business to scale effectively,
driving out variation and maintaining an
efficient production system and service
delivery model for its customers, no matter
what size the company becomes.
Serving large bandwidth
consuming customers
euNetworks delivers solutions directly to
enterprise customers, from online retailers,
manufacturers and logistics companies,
to financial services and media agencies.
euNetworks delivers infrastructure services
supporting partners’ and wholesale providers’
offerings.Customers range from large
wholesale carriers and mobile operators,
to regional service providers, cloud service
providers and integrators.As more people,
euNetworks Group Limited (SGX: 5VT.SI) is a unique bandwidth infrastructure provider, owning
and operating 13 fibre based metropolitan networks across Europe connected with a high capacity
intercity backbone covering 38 cities in 9 countries.The company offers a portfolio of metropolitan
and long haul services including Colocation, Dark Fibre, MetroWavelengths,Wavelengths, Ethernet,
and Internet. Enterprise andWholesale customers benefit from euNetworks’ unique inventory of
fibre and duct based assets that are tailored to fulfil their high bandwidth needs.
euNetworks Group Limited is headquartered in London and publicly listed on the Singapore Stock
Exchange.
Our Profile
euNetworks owns and maintains high density last mile fibre networks in 15 major
European cities, with 13 of these in operation – London, Dublin,Amsterdam, Rotterdam,
Utrecht, Frankfurt, Berlin, Hamburg, Munich, Dusseldorf, Stuttgart,Cologne and Paris.

Trends,Segments and Products
The euNetworks business is fundamentally driven by the technology revolution that has
been ongoing since the invention of the transistor. Information technology and the Internet
are collectively creating a world that is increasingly interlinked. Information, data and video
from anywhere in the world is instantly accessible from everywhere else. Bandwidth and the
fibre that runs up and down city streets today, is the fundamental enabler of what is now
every day human behaviour.
companies, applications and devices take
advantage of the many benefits of being
connected, a seemingly insatiable demand
is created for bandwidth; from major
international hosting centres and Internet
traffic aggregation points, to regional and
city data centres, redundant buildings, and
ultimately,fibre to every major office build
and even houses. It is these mega trends
that are at the heart of the euNetworks
investment thesis as they point to a large
and growing need for deep fibre networks in
the densely populated city centres in Europe’s
major cities.The euNetworks team believes
that every business can benefit from
bandwidth without limits.The Company
focuses on delivering this to the European
market with its unique fibre assets, with
particular focus on connecting to all the key
data centres across the region and in cities.
Customer Base
In 2013, euNetworks implemented a targeted
customer account approach and focused
on growing revenue from its existing
customer base.
Since its inception euNetworks has used
its infrastructure to enable the bandwidth
revolution, selling services to mainly other
telecom companies and partners in order
to help them meet their end customers’
needs. In 2013, euNetworks generated
40% of its recurring revenue from other
telecom companies, up from 38% in 2012.
This is the company’s traditionalWholesale
business and has served as the key foundation
for growth.
Similar to theWholesale business, another
indirect route through which euNetworks
satisfies bandwidth demand is by selling
services to System Integrators, Managed
Services Providers and other traditional
IT Channel type customers. More deeply
“ As a global data centre operator, we are
focused on helping companies accelerate
performance by connecting them to their
customers and partners inside the world’s
most networked data centres.Today our
Frankfurt data centres are important
hubs for more than 900 companies
and are also among the world’s most
carrier dense facilities.The bandwidth
connections between our four locations
in the city are ever more important for
our customers’ experience and we need
our supporting network for this to be
high in quality, performance and scale.
We have been working with euNetworks
for the last two years in Frankfurt and
their networking performance, capability,
technical expertise and professionalism is
excellent.The instant bandwidth solution
this partnership delivers strengthens the
experience for our whole ecosystem.”
Donald Badoux, General Manager of
Equinix Germany
“ euNetworks has delivered bandwidth
services to us for over three years and
we continue to be impressed with
their technical expertise, support and
commitment to managing our network.
Our decision to renew our contract we
have with euNetworks was based on our
close working relationship and robustness
of the networking solution they continue
to provide us.The fact they own the
infrastructure at the fibre level provides
us with greater service assurance as we
continue to grow.”
Frank Naumann, Head of IT of HUK-
COBURG
“ Effective and reliable technology systems
underpin our business model.The fibre
delivered by euNetworks gives us the
flexibility and control we need to deliver
very high bandwidth services across our
enterprise.”
Dino Ciminello,Group Service
Infrastructure Director at Hogarth
Worldwide
“ A reliable infrastructure is vital toAMS-IX,
as we strive to serve our member’s and
customer’s growing exchange needs.We
have been working with euNetworks for
over six years and continue to benefit
from their responsiveness, flexibility and
most importantly, their infrastructure
capabilities.They understand the needs
of the exchange and the importance of
high quality infrastructure to its efficient
running.”
Henk Steenman, ChiefTechnology
Officer ofAMS-IX
“ We needed a solution that was able
to scale with our needs, catering to
our high activity periods on any given
day.We needed a specialist bandwidth
infrastructure provider with a localised
approach but footprint across multiple
cities and regions, ensuring our
centralised applications are freely
available to our geographically dispersed
education centres. euNetworks offers
us both that solution and reliability in
infrastructure as we move our business
into the digital 21st century.We have
been truly impressed with their capability,
dedication and professionalism in
delivering this connectivity solution
to us.”
MatthiasWeiß, Senior IT-Consultant of
DeutscheVermögensberatung

Trends,Segments and Products continued
integrated into their clients’ IT infrastructure
than theWholesale segments described
above, euNetworks’Channel customers
collectively generated 20% of the Group’s
recurring revenue in 2013.
While theWholesale and Channel segments
continue to drive growth for the Group
(due to the underlying demand growth
of its enterprise and retail customers), the
company has increasingly seen Enterprises
looking to buy directly from specialist
bandwidth infrastructure suppliers such
as euNetworks. An excellent illustration
of that is from the Financial Services
community, encompassing global banks,
insurers, transaction processing engines
and niche hedge funds, all of whom use
euNetworks’ bandwidth infrastructure.
In 2013, this segment generated 23%
of euNetworks’ recurring revenue, as it
did in 2012.
euNetworks also serves customers from
traditional industries. In 2013, 8% of recurring
revenue was from industry, in fields as diverse
as Oil and Gas, Exploration, Logistics and
Manufacturing.The Media segment,
delivering 4% of recurring revenue in
the year, included Media Production,
Broadcast,Advertising andAgencies.
Professional services and Online were also
segments served by euNetworks in the year.
Underlying Demand Drivers
Today’s IT literature reveals a multitude
of buzzwords, from cloud computing to
server virtualisation, remote working and
collaboration and workflow enablement.
This jargon can be confusing, but what most
of the terminology is trying to describe is
people, anywhere – in the office, at home,
in the airport lounge – having completely
open access to the business tools they rely
upon to be effective and productive workers
(hosted in‘the cloud’).
Simplifying this view down to infrastructure,
companies want to run their software
programmes (hosted applications) on
efficient computers (virtualised servers) in
specialised data centres (colocation), either
on a stand-alone‘private cloud’ basis
(dedicated colocation facility) or, as is
becoming ever more common, on a
completely shared environment provided by
a‘Software as a Service’ company (SaaS).
Connectivity to these‘clouds’ either takes the
form of huge bandwidth‘pipes’ between data
centres (e.g. for replicating servers for disaster
recovery purposes) or as access to mechanisms
for workers (and other computers) to be able
to connect to those clouds from their office
and homes, either over a secure, private and
dedicated network, or via the public Internet.
While all of that plays to euNetworks’
strengths, what accelerates the impact of
these trends is that as people and companies
seek to create more and more interconnections
to better understand and control the world
we live in, the volume of data being moved to
data centres, between data centres, and out
to consumers essentially explodes. Businesses
that start with a single Internet connection
grow to require secure bandwidth between
locations.They move their major servers
out of their offices and into hosting centres.
Over time they grow to secure those servers,
placing them into dedicated colocation
facilities.They reach out to suppliers and
customers to create linked production
systems.The desire to keep and motivate
staff leads to the need to enable them to
flexibly work from home, with this further
complicating the IT and network landscape.
All of this drives a relentless growth
of bandwidth, fibre miles and specialist
data centres.
TheProductSettoMeetDemand
euNetworks aims to meet the bandwidth
needs of the market through a vertically
integrated product set that addresses any
telecoms users’ needs, from the global carrier
to the regional law firm. euNetworks bundles
these products to deliver targeted bandwidth
solutions that scale with customer needs.
euNetworks sells Colocation space in
28 data centres across Europe to companies
and carriers alike, enabling them to host
servers as well as telecom switching
equipment for interconnecting to other
carriers.Colocation and associated Power
delivered 18% of the Group’s recurring
revenue in 2013.
In the Group’s 13 operating metropolitan
markets, euNetworks offers dedicated fibre
optic networks to Enterprises andWholesale
providers, with an unparalleled degree of
flexibility in routing and reach at affordable
price points.These Fibre connections are used
to connect up data centres to other data
centres, or to office buildings or between
offices. Fibre services also underpin growth
models for mobile operators across Europe,
with backhaul networks being delivered via
the company’s FTTX initiative. Dark Fibre
recurring revenue accounted for 17% of the
business in 2013.
Leveraging the fibre footprint, euNetworks’
Long Haul and MetroWavelengths
products are used primarily for data centre
to data centre connections, with the long
haul connections appealing mostly to other
IP Services
Ethernet
Wavelengths
MetroWavelengths
Dark Fibre
Colocation

REVENUE TYPE PRODUCT REGION VERTICAL CUSTOMER
carriers and large content companies.
The MetroWavelengths transport platform
is designed around data centre to data centre
replication, often for provision directly to
Enterprise customers.The twoWavelengths
products delivered 9% of recurring revenue
for the Group in 2013. euNetworks’euTrade
service portfolio, offering ultra low latency
wavelength connections between key
financial trading locations, including
exchanges in London, Frankfurt, Stockholm,
Zurich, Milan and Moscow, delivered 15% of
recurring revenue.
euNetworks’ Ethernet product is at the
core of the company’s Enterprise offering.This
product is used by customers to
connect data centre to data centre with
sub-wavelengths (under 1Gbps) as well as
serving many hundreds of office buildings
using a combination of euNetworks’ own
fibre and connections from third parties.
Speeds typically range from 10 -100Mbps+
and most Ethernet connections are used to
give customers access to their own private
clouds. Ethernet is the Group’s largest single
product, delivering 22% of the Company’s
2013 recurring revenue.
The final core product for euNetworks is
Internet, the key IP service in the business.
Providing customers with access to the
company’s ownAutonomous System
(AS13237) for access to the Internet
generated 7% of recurring revenue in the
year.This product supports the provision
of access to the Internet in a customer’s
own office, adding web access to their private
clouds in data centres and enabling them
to get their own web content out onto
the Internet or world wide web.As aTier 2
Internet Service Provider (ISP), euNetworks’
AS13237 leverages the combination of direct
peering relationships and upstream transit
from leadingTier 1 ISPs to provide the most
highly connected and redundant solution
possible.
Across the product set, the geographic mix
of revenues in 2013 was broadly in line with
the distribution of the Company’s network
assets, with German services making up the
largest section of revenues (45%), Dutch
services delivering 15%, in line with the
Colocation capability in that market, the UK
11% and Ireland 5%. Just over a fifth (23%)
of euNetworks’ services delivered crossed
national borders, and so are denoted long
haul.This means most typically crossing
between two of the four core operating
countries of the business.
2013RecurringRevenue
OTHERS 69%
TOP 20 31%
MRR 97%
MAR 3% OTHER 3%
SDH 3%
VPN 6%
WAVELENGTHS 9%
INTERNET 7%
euTRADE 15%
DARK FIBRE 17%
COLOCATION 18%
ETHERNET 22%
MEDIA 4%
ONLINE 4%
OTHER 1%
INDUSTRY 8%
FINANCE 23%
CHANNEL 20%
WHOLESALE 40%
France 1%
Ireland 5%
United Kingdom
11%
LONG HAUL 23%
The Netherlands
15%
GERMANY 45%

Financial andOperational Highlights
Financial Highlights
• Strong performance for the year ended
31 December 2013, doubling adjusted
EBITDA and significantly improving
gross profit and proxy cash flow.
• Recurring revenue of €97.1m,
improving 2.4% from 2012.
• Revenue growth impacted by an average
churn of 2.2% of monthly recurring
revenue in the year.Churn was 1.5%
in 2012.
• Gross profit of €71.0m, increasing
10% from 2012.
• Gross margin of 72.9%, increasing
from 68% in 2012.
• Adjusted EBITDA of €25.4m, improving
97% from €12.9m in 2012.
• Proxy cash flow of €(2.5)m, improving
from €(14.9)m in 2012.
• Capital expenditure of €27.9m, in line
with 2012 investment, but allocated
more heavily to 2H 2013.
• Loss before income tax for the year
of €(6.6)m, improving from €(29.5)m
in 2012.
Corporate Highlights
• The 2013 Convertible Bonds matured
on 1April 2013 and 98.4% of the
Convertible bonds issued in 2010 were
converted or tendered for shares.
• A Share Consolidation was completed
on 31 May 2013.
• Debt funding commitment was secured
and announced on 8 May 2013, with
funds being used for organic growth
and to support inorganic growth
opportunities.
• On 11 October the Group announced
it had undertaken a share buyback.
Operational Highlights
• Sales performance and customer
contract value improved 4% from 2012,
with €78.1m in total new sales order
contract value in the year.
• The majority of new sales came from
existing customers, in line with the
company’s commercial focus of target
account selling in the year. In addition,
101 new customers were signed in
the year.
• Average contract term for new customer
contracts was 30 months, declining from
41 months in 2012.
• Over 94% of sales were within
euNetworks’ core product set, including
Fibre,Wavelengths, Ethernet, Internet
and Colocation.
• Revenue was driven by steady demand
for Fibre andWavelengths products.
MetroWavelengths continued to perform
well, with demand for transport services
anticipated to continue through 2014.
• euTrade and Ethernet also steadily
contributed to growth, while there
remained a continued decline from non-
core SDH andVPN businesses.
• TheWholesale segment remained an
important part of the euNetworks business.
• The Financial services segment,
Online Content Providers, Internet
Service Providers, the Media segment
and Data Centre Operators were also
key to the performance in the year.
• A milestone of reaching 1,000 on-net
building was achieved, exiting 2013
with 1,046 connected.The growth rate
of new buildings connected slowed in
the year with sales focus on growing
revenue from existing customer accounts.
• Additional network investment covered
the new fibre based London to Stockholm
ultra low latency network route for
euTrade, the addition of a London
to Moscow route and the London
metropolitan network fibre expansion
announced on 5 November 2013.
The Frankfurt metropolitan network
was also developed.
• Headcount at the end of the year was
3% lower than 2012, with 202 full time
equivalent (FTE) people in euNetworks.
28 of these were quota-bearing people.
Improving proxy
Cash Flow
83%
Improving Net
Loss
79%
Growth in Gross
Profit
10%
Adjusted EBITDA
Growth
97%
2.4% Recurring Revenue Growth
7% Network Revenue Growth
2.2% Churn
101 New Customers
202 FTE
+230 Data Centres Connected
1,046 Total Connected Buildings
58 Buildings in Progress

Chairman’s Statement
NicholasGeorge,Non-ExecutiveChairman
euNetworks delivered strong financial performance in 2013.
During the year theCompany undertook some significant network
investment projects that will drive growth in quarters and years
to come.The results for 2013 are indicative of the improving
operating performance of the business and the steady increase in
demand forWestern European bandwidth services.
team has improved processes, billing and
reporting.The end-to-end production system
in place
at euNetworks continues to impress and
deliver results.As I have mentioned before,
steadily improving operating efficiency
and leverage of increasing customer demand
will enable euNetworks to deliver real value
creation over time.That continues to be the
focus moving into 2014.
From a customer perspective, euNetworks
made great progress growing relationships
and supporting the high bandwidth needs
of significant brand names across a wide range
of industry sectors.The more established
segments ofWholesale and Finance remained
significant to the business, whilst Media,
Content, Internet Service Providers, Data
Centres and Cloud Service Providers continued
to rely on euNetworks for further bandwidth
services. I am excited for the opportunities
ahead with the Group’s customer base.
Correspondingly, the strategic network
projects undertaken in 2013 were in response
to customer and market demand and to
open up further addressable market share
in quarters and years to come. Most notable
were the developments in the company’s ultra
low latency dedicated network and significant
expansion of its London duct and fibre
infrastructure. euNetworks is also developing
its metropolitan network in Frankfurt, rolling
out a dense wave division multiplexing
(DWDM) transport platform running between
key data centres.The Group will continue its
approach to investment, with close alignment
to customer demand.
On corporate matters, the 2013 Convertible
bonds matured on 1April 2013 and 98.4%
of the Convertible bonds issued in 2010 were
converted or tendered for shares.No convertible
bonds remain outstanding at this time.A Share
Consolidation was completed on 31 May 2013
and was the first step to be taken in simplifying
the Company’s capital structure. Debt funding
commitment was secured and announced on
8 May 2013, with funds being used for organic
growth and also available to support
inorganic growth opportunities. Finally,
on 11 October 2013, the Group announced
it had undertaken a share buyback as the
Board of Directors and Management team
did not believe that euNetworks’ market
value was fully reflective of the intrinsic
value of the business.
A great deal has been achieved in the business
this year with strong momentum for the
Group.The steady improvement in financial
metrics is testament to the focused
management by the team.The Board
and I continue to be very positive for the
future and as ever, work closely with the
Management team, monitoring, reviewing
progress each month and assessing
investment opportunities for growth.There
were no changes to the Board of Directors
in 2013. Joachim Piroth joined the Board
of Directors as an Executive Director when
he joined euNetworks on 1 January 2014
as Chief Financial Officer. John Neil Hobbs
also joined the Board on 1 January 2014
as a Non-Executive Director. John Scarano,
ExecutiveVice Chairman, resigned from
his position on 14 February 2014, after
re-locating back to the United States.On
behalf of the Board, I thank John for all he
hdid while at euNetworks and wish him well.
As we look forward to 2014, the Board
of Directors and the Management team
of the Company thank you again for your
unwavering commitment to the business
and trust in us to create value for you.
Our focus remains steadfastly on creating
value from the assets owned by euNetworks.
We will continue to provide you more
information on progress and updates
on the various investment projects underway
through the coming quarters and remain
excited for the opportunity ahead as the
euNetworks business continues to evolve.
NicholasGeorge,
Non-ExecutiveChairman
Adjusted EBITDA improved by 97% from
2012, to €25.4m.Gross profit improved
10% to €71.0m and gross margin for the year
was 72.9%, increasing from 68.0% in 2012.
Churn impacted revenue performance through
the year and was managed closely by the
commercial team. New business gross
margins were consistently higher than
those associated with the churned revenue,
improving the overall gross margin mix.
In addition, a targeted customer account
strategy was implemented in 2H 2013
to lower churn and this remains a focus
for the business in 2014.
We concentrated on growing revenue from
the existing customer base, hence the growth
in new on-net buildings slowed compared
to 2012.The team has been focused on
connecting key data centres where many
existing customers need to be located, rather
than growing the number of enterprise
buildings connected.As well as data centre
connections,discretionary capital expenditure
was driven by strategic network development
projects, with 34% of capital expenditure in
2013 allocated to this, up from 7% in 2012.
Capital spending was allocated more heavily
to 2H 2013, with this reflected in the Group’s
proxy cash flow performance in both Q3
2013 and Q4 2013.Overall however, the
Group’s proxy cash flow position significantly
improved over the last year, reflecting the
benefits of continued scaling and progress
towards our goal of having a lean production
system. We drew down €15m from the debt
facility that we secured in May, part of which
was used for investment purposes.
The improving financial and operational
performance of euNetworks seen in 2013 was
underpinned by continued effort and focus
within the company.We grew the sales team
and realigned sales strategy.The commercial
team has concentrated on monitoring and
adjusting the product approach across the
portfolio in line with market pressures and
customer demand. The operations team has
continued to focus on customer delivery and
network performance, whilst the finance

Chief ExecutiveOfficer’s Message
Brady Rafuse,Chief ExecutiveOfficer
Our Environment
At euNetworks we believe that bandwidth
changes everything, allowing businesses
unfettered access to the resources of our
universe.We believe that every business
can benefit from bandwidth without limits.
We look at our business through three
dimensions:Customer,Geography and
Product. If you were to compare our business
year over year it would not point to seismic
change.Our customer segments are relatively
settled given our operating markets and
footprint today, and the proportion of
revenues generated by each Geography has
not changed a great deal.What has changed,
and we would anticipate will continue to
change, is our core product set becoming
an increasingly larger percentage of the
Company’s revenues.This confirms what
I have said for some time: to support the
explosive growth in data you need to have
fibre networks.There are other technologies,
such as microwave, that can serve certain
markets and certain bandwidth needs,
but they just don’t match the performance
of fibre.The fundamentals of our business
remain the same: cloud computing and
mobile data are driving exponential
bandwidth growth and we are a horizontally
integrated company that has the assets,
the processes and the people to support
that growth. It drives our strategy and defines
our desire to become Europe’s leading
bandwidth infrastructure company.
One perspective that I haven’t touched on
a great deal in the past is Geography. Europe
is not homogenous. Doing business with
Enterprise customers and then doing business
withWholesale customers is different. But
doing business in each of our geographies
is very different too. Beyond that there are
regional in-country variances. If you layer in
all of these factors, it has a significant impact
on your go-to-market strategy. I believe we
have built a really strong team that reflects
and addresses these differences, and in
deploying a target account selling model,
we are able to communicate with our
customers and bundle bandwidth solutions
together in a way that resonates with them.
Our approach will continue to evolve but
we are in a much stronger position today
with how we target our customer base than
we have been in the past.The large range of
brand name customers we serve and the ever-
growing commitment from our customer
base for our core portfolio is testament to this.
Nature of Demand
To recap, euNetworks owns and maintains
high density last mile fibre networks in
15 major European cities, with 13 of these
in operation.These deep metropolitan
networks are the cornerstone of the
Company. Connecting buildings to these
networks is what fuels our business and in
2013 we were more focused on connecting
data centres than enterprise buildings.
Data centres are high bandwidth consuming
facilities and important connectivity hubs
for many of the customer segments that
euNetworks serves with bandwidth today.
By the end of 2013 we had more than
230 data centres connected to our network
and we are always striving to add more and
more with high fibre count. I have previously
detailed our extraordinary returns on data
centre connectivity. Obviously the further
from the network the data centres are, the
more costly it is to connect the site. Despite
this, we will strive to find an economic
solution because the network effect of
more and more connected data centres
is compounding and that connectivity
is fundamental to our customers.We also
have direct connection to more than
670 enterprise buildings in metropolitan
markets today and over 140 wireless towers,
with a further 137 wireless towers located
in connected data centres and enterprise
buildings.
What does the future of connectivity hold?
As I explained in 2012, we see data centre
to data centre connectivity demand rocket.
We see huge growth in data centre to
Enterprise building connectivity.We see IP
(Internet Protocol) based customers moving
to Fibre and we see an increasing number of
companies move from the more managed
service type network offering to fibre
infrastructure.We saw all of these trends in
the sales we made in 2013. euNetworks is
well positioned to support these connectivity
needs and the investments we made in 2013
are directly aligned with these trends.
Horizontal Integration
Our business approach and my thoughts on
the direction of euNetworks remains the
same.Through 2014 you will see more of the
same effort and dedication to the
horizontally integrated model we operate
today.We seek to deliver a superior customer
experience based upon our facilities based
network, our commitment to great data and
our fantastic people.We seek to be the low
cost producer in our space by keeping our
production system as lean and as simple
as possible.While there are many very
successful companies that operate throughout
the stack in telecommunications, our focus
is solely on being a horizontally integrated
company.We are intensely committed
to creating value from our core asset,
our fibre-based infrastructure.We have again
made great progress with our ‘friction free’
operating model in 2013 and I truly believe
we are one of the leaders in this approach.
Feedback from our customers and
understanding of our competitors’ operating
models and data management point to that.
The depth and breadth of information the
Management team and Board have available
to them on a weekly and monthly basis is
truly remarkable.We manage our business
end-to-end in Salesforce and utilise Financial
Force to bill directly from the same source
data. Our customers also have access to this
data as it relates to their services through
the euNetworks Customer Portal.This is
fundamental to our ability to deliver a
superior customer experience.
CustomerContracts
Revenue under contract is an important
measure in value creation and we have
worked through 2013 to renew out of
term customer contracts with as little price
decrease as possible, and also manage known
disconnections with precision. Our average
contract length in place today for billing live
services is 41.8 months. As I have mentioned
through the year, we experienced much
higher churn in 2013 than we had in the
2013 was a year of continued
development for euNetworks.
I want to reflect on these matters
whilst looking forward to our
prospects in 2014.

past, averaging 2.2% of recurring revenue
for the full year.We had expected much
of this churn. Our Colocation product line
impacted our churn performance both in
Q2 2013 and Q4 2013, with a known
disconnection in Q2 2013. Q4 2013
Colocation churn was due to some customers
moving to self-built facilities; a trend that
tier 1 data centre operators are also
experiencing. euTrade also impacted
this metric at times during the year,
as it always does given the short contract
lengths in place for this business and
some pressure from alternate technologies
(although less pressure than we had
anticipated).The end of term customer
contracts for non-core SDH and IP VPN
services in Germany also continued to
drive churn in 2013. More positively,
core products of Fibre and Wavelengths
businesses showed very little churn in
the year and new sales gross margins were
consistently high.With our sales teams
focused on building relationships with
key accounts, I am confident our churn
in recurring revenue will decline. I will also
provide more information in 2014 reporting
on the various components that drive our
churn, such as renewals, disconnections,
price changes etc.We are working very
closely with our customers today and as
I have already mentioned, our investments
are aligned with their bandwidth needs, both
for now and for the future.We are focused
on growing our market share through this.
Continued overleaf
euNetworks Group Limited and its subsidiaries 2013 11euNetworks Group Limited and its subsidiaries 2013 11

Chief ExecutiveOfficer’s Message continued
Capital
As ever I recognise that ultimately what
matters to you, our shareholders, is that
we manage your investment in euNetworks
with care and discipline.We aim to spend
as much of our capital as possible on growth
and development.This capital expenditure
is directly or indirectly related to customer
contracts. Our overall capital expenditure
remained flat from 2012 but the amount
allocated directly to growth fell to 48%,
down from 66% in 2012.This was because
our discretionary capital expenditure in
2H 2013 was driven by strategic network
development projects which will drive longer
term growth in quarters to come. (As a
bandwidth infrastructure company, it is
important we continue to develop our
network and core asset to compound longer
term growth.) Meanwhile our payback on
capital employed for incremental customer
contracts ranged between 4.6 and 6 months
in 2013, which we believe remains best
in industry and demonstrates we continue
to spend capital efficiently.
People
Our people are at the heart of our business
and we have an outstanding team that
we have added to during the course of
the year.We again ran our intern programme
that we launched in 2012.This brought
a number of great people into our business
and hopefully added to their experience
in a beneficial way.We also worked in
our local community in London to create
Tech City Stars, an Apprenticeship scheme
designed to give real 21st century digital
economy skills to young people.We’re
delighted to have five Apprentices working
with us now and look forward to seeing
both them and the scheme flourish into
the future.
I would like to extend my thanks to John
Scarano who left us in early 2014. John served
as ourVice Chairman and ExecutiveVice
President.In his time with us John spearheaded
a strategic and operating transformation of
the Company from acquisitions and capital
structure management, leading to scale and
profitability. I thank John for his tremendous
contribution and support. In thanking John
I must also welcome two additions to our
Management team. Joachim Piroth joined the
Company with effect from 1 January 2014
as Chief Financial Officer (CFO), an Executive
Director of euNetworks Group Limited and
a Managing Director of euNetworks GmbH.
Joachim brings great knowledge from
working in the industry, having spent time
at Mannesmann Group, LambdaNet
Communications DeutschlandAG and
Versatel Deutschland GmbH. He also served
as CFO and Managing Director of the German
andAustrian activities of BT Global Services
and most recently was Group CFO of the
worldwide activities of zanox Group,
a leading performance advertising network,
52% owned byAxel SpringerAG. Kevin Dean
also joined euNetworks as Chief Marketing
Officer (CMO) on 1 March 2014 taking lead
responsibility for product and marketing,
with Uwe Nickl moving to the position of
Chief Sales Officer (CSO). Most recently
Kevin held the position of CMO at Interxion,
a leading provider of cloud and carrier-neutral
colocation data centre services. Prior to that
he held senior marketing roles at Colt and
Cable Wireless and also spent ten years
working in the IT industry. Both Joachim and
Kevin bring the experience, the skill set and
knowledge that will be valuable as we
continue our journey to scale.
Values
Finally, the values we hold as a company are
fundamental and remain from year to year.
They guide the way that we make decisions.
However great our assets, our data, or our
processes, without everyone in our company
living and breathing the same core beliefs,
we will never maximise the value we could
create. For those of you who have been to
our European offices, we have these clearly
displayed, and as euNetworks employees and
stakeholders, these are firmly ingrained in
our daily working lives. Our values are these:
We are here for our customers.
We understand that they put
their trust in us and we never
forget it.
We tell the truth.
We respect and trust one
another and all of our
stakeholders.
We demonstrate integrity in
everything we do.
We are in the game, not just at
the game.As one team.
I consider that we have made a great deal
of progress in 2013 and are building a great
business for our shareholders, our people and
the communities in which we operate.That
work will continue and accelerate in 2014.
We all thank you for your support.
Brady Rafuse,CEO

13
STOCKHOLM
PRAGUE
PARIS
MILAN
BRATISLAVA
AMSTERDAM
VIENNA
HAMBURG
MUNICH
FRANKFURT
UTRECHT
ROTTERDAM
ZURICH
BERLIN
LONDON
DUBLIN
MANCHESTER
DRESDEN
LEIPZIG
BONN
AACHEN
SLOUGH
KIEL
AUGSBURG
MANNHEIM
ERFURT
COBURGWÜRZBURG
BREMEN
NUREMBERG
KARLSRUHE
INGOLSTADT
MAGDEBURG
ESSEN
BIELEFELD
COLOGNE
ROSTOCK
HANNOVER
DORTMUND
COPENHAGEN
STUTTGART
MOSCOW
MOSCOW
Metro Network
Data Centre presence only
Colocation facility
Owned/managed fibre route
Leased capacity
EuropeanCoverage
euNetworks Group Limited and its subsidiaries 2013 13euNetworks Group Limited and its subsidiaries 2013

The Company reviews, monitors and
tracks a number of metrics which provide
a view on progression of the business.
In summary, developments from 2009
through 2013 have created a solid
platform for organic and inorganic growth:
• Consistent improvement in operating
performance over the last four years,with
strong gross margin and adjusted EBITDA
progression,and efficient capital usage.
• Simple systems and processes are in place
in support of customer service delivery and
network maintenance of simple products.
This approach can scale.
• Continued investment is being made
to build on the critical mass achieved
to date and drive further growth.
• Organic or inorganic scaling is at the
beginning of its curve.
(€M) Revenue (€M)Adjusted EBITDA1
(€M)Gross Profit (€M)Capital Expenditure
30 8
18
8
12
20
10
14
25 6
16
6
20 4
14
4
15 2
12
2
10 0
10 0
Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4
2011 2012 2012 2012 2012 2013 2013 2013 2013 2011 2012 2012 2012 2012 2013 2013 2013 2013
Higher churn post Q1 2013 offset new sales and revenue growth Strong adjusted EBITDA performance with significant improvement
Improved from 2012, with focus on selling core products with
high margin
Heavier commitment in 2H 2013 for strategic network
development
(1)AdjustedEBITDAmeansEBITDAbeforethedeductionofshareoptionexpense.
(2 ProxycashflowiscalculatedasAdjustedEBITDAlesscapitalexpenditure.
€Million
Revenue
Recurring Revenue
Gross Profit
Gross Profit Margin %
Adjusted EBITDA1
Adjusted EBITDA Margin %
Capital Expenditure
Proxy Cash Flow2
Churn % (monthly avg.)
Q4
2011
23.8
22.3
15.4
64.7%
0.1
0%
13.8
(13.7)
0.9%
Q1
2012
23.0
23.0
15.3
66.5%
2.1
9%
8.1
(6.0)
1.3%
Q2
2012
23.2
23.2
15.6
67.1%
2.5
11%
8.2
(5.7)
1.2%
Q3
2012
24.1
24.1
16.2
67.1%
3.3
14%
6.5
(3.2)
1.7%
Q4
2012
24.5
24.5
17.4
71.2%
5.0
20%
5.0
0.0
1.7%
Q1
2013
24.8
24.8
18.0
72.4%
5.7
23%
3.6
2.1
1.2%
Q2
2013
24.5
24.5
17.7
72.0%
6.0
24%
4.9
1.1
2.8%
Q3
2013
24.1
23.8
17.6
72.9%
6.3
26%
8.7
(2.4)
2.2%
Q4
2013
24.0
24.0
17.7
74.4%
7.4
31%
10.7
(3.3)
2.3%
Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4
2011 2012 2012 2012 2012 2013 2013 2013 2013 2011 2012 2012 2012 2012 2013 2013 2013 2013
Review Progression

The Group reported a strong financial performance for the year ended 31 December 2013, doubling adjusted EBITDA and significantly improving
gross profit and proxy cash flow. Revenue performance remained flat through the year with average churn of 2.2% of monthly recurring revenue
offsetting new sales.As with 2012, new sales gross margins were consistently high through 2013, meaning replacement revenue continued to
deliver an improved gross margin profile for the business.
Total revenue in 2013 was €97.4m, growing 3% from 2012. Network service revenue drove this increase, growing 7% from 2012. euNetworks
saw steady demand for Fibre andWavelengths products. MetroWavelengths continued to perform well, and the Company anticipates demand
for its transport services to continue through 2014. euTrade and Ethernet also steadily contributed to growth, while there was continued decline
from non-core SDH andVPN businesses which are now a much smaller part of the base.Colocation revenues declined by 12% from 2012 due
to the known customer disconnection in Q2 2013.
Correspondingly, direct network expenses, those costs directly related to the delivery of customer revenue, declined 13%, from €30.3m in 2012
to €26.4m in 2013.This was due to a number of factors including the benefits of capital expenditure on network expansion, resulting in more
on-net services being delivered, cost efficiencies achieved and also certain expenses being reclassified as network operating expenses instead.
Network operating expenses, relating to the general operation and maintenance of the Group’s network assets, and network related charges,
increased from €21.5m in 2012 to €23.2m in 2013, due to entering into longer term lease relationships for fibre in the year.
Overall euNetworks exited 2013 with 202 full time equivalent people (FTE), reflecting a 3% reduction from 2012. Staff costs declined by
17% in the year, largely due to the rationalisation of staff numbers following full integration of prior acquisitions.There was also a reduction
in share options costs, with unvested options being cancelled on the departure of a former employee.
Depreciation and amortisation costs increased from €24.1m in 2012 to €27.9m in 2013, principally due to the increased scope of the Group’s
network.As a result of this and further costs detailed above, the Group’s operating loss significantly decreased from €17.1m in 2012 to €5.0m
in 2013.
The loss before income tax for the year was €(6.6)m, compared to €(29.5)m in 2012.This was due to the lower costs as stated above.
Finance costs were also lower in the year, dropping from €12.4m in 2012 to €1.6m in 2013.This was largely due to significantly smaller
exposure to Singapore cash balances, as well as the reduction in foreign exchange and interest on the 2013 Convertible bond which was
fully converted inApril 2013.
Network Operating Review and Progression
Capital Expenditure (€Million)
Growth Development
Maintenance,Capitalised Labour
Exceptionals
Installed Units
On-net Buildings
Metro Route Miles (‘000s)
Intercity Route Miles (‘000s)
Q4
2011
13.8
6.7
7.1
425
633
0.7
8.5
Q1
2012
8.1
6.1
2.0
541
701
0.7
8.6
Q2
2012
8.2
6.3
1.9
550
790
0.7
8.7
Q3
2012
6.5
4.5
2.0
589
853
0.8
8.8
Q4
2012
5.0
3.4
1.6
563
912
0.8
8.9
Q1
2013
3.6
2.6
1.0
437
945
0.8
8.9
Q2
2013
4.9
3.6
1.3
490
985
0.8
8.9
Q3
2013
8.7
7.2
1.5
486
1,011
0.8
9.9
Q4
2013
10.7
9.6
1.1
456
1,046
0.9
9.9
Sales performance and customer contract value continued to improve in 2013, albeit slightly.The majority of sales came from the company’s
existing customer base in line with the commercial focus in place, with 94% of new sales within the core product portfolio set including Fibre,
Wavelengths, Ethernet,Colocation and Internet.
euNetworks saw steady competition in fibre markets and for high bandwidth services, but their focus on connecting more data centres continued
to enable strong demand for euNetworks Fibre. In addition, data centre operators are increasingly looking for enhanced network capabilities,
either directly or indirectly, to provide a full service solution for their target customers. euNetworks is actively working with data centre operators
on both fibre and transport based bandwidth solutions, connecting multiple sites in cities for them.
Review Progression continued

Capital ExpenditureAllocation (€M)
30 60%
35 70%
25 50%
20 40%
15 30%
10
44%
66%
48%
20%
5 10%
0 0%
Exceptional Maintenance
Capitalised Labour
Development Growth Growth %
6.3
0.8
9.0
6.7
4.9
2.6
9.6
14.0
18.4
13.5
1.9
2011 2012 2013
Capital Intensity (€M)
6
7
5
4
3
2
1
0
12
Growth CapEx Installed MRR Capital Intensity
14
10
16
14.3
11.3 11.0
8.8
4.8
5.0
8.1
6.2
7.2 8
6
4
2
0
Q4 2011 Q1 2012 Q2 2012 Q3 2012 Q4 2012 Q1 2013 Q2 2013 Q3 2013 Q4 2013
Demand for high volume Long HaulWavelengths, in particular from online content providers and Internet Service Providers (ISPs), remained
strong after investment in the transport platform in 2012.The first customer forTerabit level capacity was installed in Q3 2013 and euNetworks’
market share continues to grow.The MetroWavelengths product was strengthened in 2013 with the London metro network expansion announced
in November 2013 and Frankfurt metro wavelengths deployment commencing in Q4 2013.These network developments provide further
opportunity for sales growth in 2014 and beyond.
The euTrade service portfolio also delivered strong growth in 2013, with fibre and wireless solutions co-mingled as part of customers’ trading
strategies. euTrade performance picked up in Q4 2013 following the launch of new routes to Stockholm and Moscow on 30 October 2013.
With market leading latencies on offer, euNetworks anticipates strong growth for euTrade to continue through Q1 2014 and will continue
to monitor this market, investing in line with customer demand.
Sales in the year, particularly in 2H 2013, were driven by network investments identified in 2012 and undertaken in 2013, as outlined above.
These projects meant a slight shift in discretionary capital allocation in 2013, with a growing proportion allocated to network development
as stated earlier in this report.While investing directly for customer service revenue remains a priority for the business, network investment
for a bandwidth infrastructure company is vital for continued organic growth in quarters and years to come, increasing addressable market
share and to future proof the network.

1. Buildings Connected in the Metro Networks
2. euTrade Stockholm and Moscow
Q4 2011
600
500
400
300
200
100
0
1000
1100
900
800
700
Q1 2012 Q2 2012 Q3 2012 Q4 2012 Q1 2013 Q2 2013 Q3 2013 Q4 2013
Growing the number of on-net buildings directly connected to the network remained important to euNetworks in 2013, but as stated earlier,
with the commercial focus on growing revenue from the existing customer base, the growth in new on-net buildings connected slowed compared
to 2012.Connecting data centres was a key focus in 2013.
euNetworks has offered ultra low latency services from London to Stockholm sinceQ4 2010 and upgraded that route to a fibre based
solution in 2013, delivering market leading performance.Adding connectivity to Moscow in Q4 2013 means that today euNetworks delivers
leading low latency euTrade services across their London metropolitan network, through to Slough and Basildon, to Frankfurt, Stockholm,
Zurich, Milan and Moscow, directly to multilateral trading facilities (MTFs). Investment in this network development platform continues
to drive growth for the business and is expected to be a similar contributor to the company’s sales mix going forward following 2013 investment.
The company will continue to monitor this market for competitive pressure from alternate technologies such as microwave, and to invest
appropriately in line with customer demand.
Key Network Developments
The key network developments undertaken in 2013 and as summarised above, were as follows:
1,046 buildings on-net at 31 December 2013, including;
• 237 data centres
• 140 wireless tower sites
• 669 enterprise office buildings
• With 137 of the data centres and enterprise buildings with at least one wireless tower connected.
Review Progression

3. London Metropolitan Network
In London euNetworks undertook a duct based network expansion through a mixture of utilising unused network assets, new construction and
duct procurement.This added Slough to its metro network to theWest of London, with diverse routes across London. Slough and the surrounding
area is a thriving connectivity hub for a number of high bandwidth consuming sectors, with significant data centre presence serving the London,
UK and international markets. euNetworks now owns and operates approximately 300 route kilometres of duct and fibre infrastructure across
London, with route diversity and full product portfolio availability for its customers as well as direct connection to the key data centres in the
market.With effective unlimited bandwidth between more customer locations and data centres, this investment offers euNetworks a larger
addressable market share in what is an important and growing market for the company.
4. Frankfurt MetropolitanWavelength build
euNetworks has been developing its metro network in Frankfurt, rolling out a dense wave division multiplexing (DWDM) transport platform
running between key data centres.This investment not only positions euNetworks as the key data centre to data centre connectivity provider in
Frankfurt, but also delivers increased support for encryption to address the growing security concerns every business has today - supporting local
data centre to data centre replication and back up activities. euNetworks is working with a number of the data centre operators in the market,
including Equinix Germany as announced on 6 March 2014.As data centre operators increasingly look to bundle connectivity with their other
products to end customers, euNetworks’ capability and ability to deliver instant bandwidth with high quality, performance and with scale,
directly meets their bandwidth needs.The company will be working to develop this proposition further in 2014 as appropriate.

To recap, euNetworks’ goal when at scale is to deliver gross margins of 80%,Adjusted EBITDA margins of 45%, a 30% capital expenditure
to revenue ratio and operating cash flow of 15%.
Benchmarking euNetworks against similar yet more established businesses indicates euNetwoks is developing well along this path.
A Scaling Business
The Group’s performance through 2013 indicated further strong signs of scaling.
60%
80%
50%
70%
40%
30%
20%
10%
0%
Gross Profit Margin % Adjusted EBITDA Margin %
Capital Expenditure as a % of Revenue
EBITDA MarginTrends (%)
Gross Profit Margin %
Adjusted EBITDA Margin %
Capital Expenditure as a %
of Revenue
Operational Expenditure as a
% of Revenue
Annualised Revenue per FTE (€k)
Q4
2011
64.7%
0%
58%
65%
428.8
Q1
2012
66.5%
9%
35%
57%
436.0
Q2
2012
67.1%
11%
35%
56%
435.7
Q3
2012
67.1%
14%
27%
54%
461.2
Q4
2012
71.2%
20%
20%
51%
471.2
Q1
2013
72.4%
23%
15%
49%
524.9
Q2
2013
72.0%
24%
20%
47%
526.9
Q3
2013
72.9%
26%
36%
47%
491.8
Q4
2013
74.4%
31%
45%
44%
475.2
Q4 2011 Q1 2012 Q2 2012 Q3 2012 Q4 2012 Q1 2013 Q2 2013 Q3 2013 Q4 2013
Operational Expenditure as a % of Revenue
60%
50%
40%
30%
20%
10%
0%
Q4 2011 Q1 2012 Q2 2012 Q3 2012 Q4 2012 Q1 2013 Q2 2013 Q3 2013 Q4 2013
Level 3euNetworks ColtZayo
Review Progression

Measuring the scalability of euNetworks remains at the heart of the Company’s performance metrics. euNetworks is focused on delivering
services quickly and efficiently, not only to delight customers, but also to maximise speed with which revenues turn into profits.The Company
also looks to minimise headcount costs associated with turning up a service, and further enhancing financial returns.
euNetworks’ focus on its lean and‘friction free’ production system is paramount to being able to achieve its goals and take full advantage
of organic and inorganic growth opportunities.
2014 Outlook
Capital Expenditure as a % of Revenue
Source:Telecom Ramblings and Company Filings
60%
50%
40%
30%
20%
10%
0%
Following another year of strong financial performance, close management of key metrics and
the roll out of strategic network investment projects, euNetworks expects to further grow its
market share and opportunity in 2014. It has a strong customer base, and is serving significant
brand names that have further requirements to grow their bandwidth usage with euNetworks.
The sales team is focused on leveraging 2013 investment and working with existing customers to that end, and reducing
churn in the business. In parallel, the product and marketing teams work to further refine solution propositions by segment
in support of new sales across the footprint and to sell additional products into existing accounts.They are also monitoring
and adjusting commercial and product approaches in line with market pressures and customer demand.The operations
team continues to work on efficiency and its lean production model in support of customers and to manage an ever-scaling
business.The Management team and Board of Directors continue to assess investment opportunities for further organic
growth, work through capital structure simplification and are ready to proceed appropriately should inorganic growth
opportunities arise in the European market to further accelerate euNetworks’ business model and market position.
Tight management of financial metrics will continue through 2014, with the primary goal of delivering further growth for
its shareholders. euNetworks will continue to develop relationships with data centre operators and deploy discretionary
capital expenditure efficiently to serve customers’ needs today and to future proof the network, euNetworks’ core asset.
As ever, customers remain at the centre of all effort ensuring euNetworks delivers a world class service experience for
bandwidth provision.
Q4 2011 Q1 2012 Q2 2012 Q3 2012 Q4 2012 Q1 2013 Q2 2013 Q3 2013 Q4 2013
Level 3euNetworks ColtZayo

1
Corporate Information................................................................ 22
Board of Directors....................................................................... 23
Key Management........................................................................ 27
Corporate
Information

Corporate Information
Board of Directors
Non-Executive Chairman
Nicholas George Independent
Executive
Brady Reid Rafuse Chief Executive Officer
John Louis Scarano Vice Chairman and Executive
Vice President of Finance,
Operations and Corporate
Development (resigned on
13 February 2014)
Joachim Piroth Chief Financial Officer
(appointed on 1 January
2014)
Uwe Markus Nickl Chief Sales Officer
Non-Executive
Daniel Simon Aegerter Non-Independent
Lam Kwok Chong Independent
John Neil Hobbs Independent (appointed on 1
January 2014)
Duncan James Daragon Independent
Lewis
Kai-Uwe Ricke Independent
John Tyler Siegel Jr. Non-Independent
Jason Robert Booma Non-Independent,
Alternate director to
John Tyler Siegel Jr.
Simon Daniel Koenig Non-Independent,
Alternate director to
Daniel Simon Aegerter
Audit Committee
Lam Kwok Chong (Chairman)
Nicholas George
Duncan James Daragon Lewis
Nominating Committee
Duncan James Daragon Lewis (Chairman)
Nicholas George
Kai-Uwe Ricke
Brady Reid Rafuse
Remuneration Committee
Nicholas George (Chairman)
Kai-Uwe Ricke
ESOS Committee
Nicholas George (Chairman)
Kai-Uwe Ricke
Company Secretary
Jimmy Yap Tuck Kong
Registered Office
50 Raffles Place
#32-01 Singapore Land Tower
Singapore 048623
Tel: (65) 6536 5355
Fax: (65) 6536 1360
Share Registrar/
Warrant Agent
Boardroom Corporate Advisory
Services Pte. Ltd.
50 Raffles Place
Singapore 048623
Auditors
BDO LLP
21 Merchant Road
#05-01
Singapore 058267
Audit partner-in-charge
Aw Vern Chun Philip
(Year of appointment: 2012)
Bankers
The Royal Bank of Scotland N.V.
Level 26
One Raffles Quay
South Tower
Singapore 048583
Sponsor
CIMB Bank Berhad
Singapore Branch
50 Raffles Place
Singapore 048623

Nicholas George
Non-Executive Chairman
Nicholas George is the Non-Executive
Chairman of the Group and Chairman of
the Remuneration and ESOS Committees.
He is a Director of LGT Capital Partners
(UK) Limited and also sits as an
Independent Non-Executive Director on
the Boards of GK Goh Holdings Limited,
listed in Singapore, Millennium and
Copthorne Hotels PLC andAberdeen
New Dawn InvestmentTrust PLC, both
listed in London, and Nutmeg Saving
and Investment Limited.
In 2003, Mr.George co-founded KGR
Capital Management, a manager of
alternative funds based inAsia that
was sold to LGT Capital Partners in 2008.
He has over 30 years’ experience in
investment banking and was Managing
Director and head of Corporate Broking for
Asia for JP Morgan Securities (previously
Jardine Fleming) in Hong Kong until 2002.
He had previously served on the Boards
of BZW Securities andWI Carr Overseas,
two leadingAsian security companies.
Mr.George is a Fellow of the Institute
of CharteredAccountants in England
andWales.
He was appointed to the Board on
22 May 2009 and was last re-elected on
28April 2011. Mr.George will be seeking
re-election at the forthcomingAnnual
General Meeting.
Brady Reid Rafuse
Chief Executive Officer
Brady Rafuse is the Chief Executive
Officer of euNetworks Group Limited.
He has successfully led the business
through restructuring, two acquisitions
and subsequent integration, debt and
equity fund raising, while developing
a team that has collectively worked to
deliver continued improvement in the
financial and operating performance
of the business.
Mr. Rafuse has over 20 years’ experience
in the telecom industry. He is the former
President and Chief Executive Officer of
Level 3 Europe where he was responsible
for all of the Company’s operations
in the European market. He led that
business to becoming a free cash flow
generating operation and the largest
carrier of Internet traffic in Europe. In
addition, he was also President of Level 3
Content Markets, where he and his team
took Level 3 into the content delivery
business, as well as managing their
Global IP and colocation businesses.
Prior to Level 3, Mr. Rafuse served as
Head of Commercial Operations for
Concert (a joint venture betweenATT
and BritishTelecom). In his time in
Concert his team delivered more than
$2bn of contracted revenues.
Mr. Rafuse began his career in telecom
in BT in 1986. He holds a Masters degree
from McGill University and a Diploma
from Insead.
30April 2009 and was last re-elected
on 24April 2013.
Joachim Piroth
Chief Financial Officer
Joachim Piroth is Chief Financial Officer of
euNetworks Group Limited. He joined the
Company in January 2014 and is responsible
for Financial activities of the Company.
Prior to joining euNetworks, Mr. Piroth
worked for zanox Group for three years,
where he held the position of Group Chief
Financial Officer of the worldwide activities
of zanox Group. Prior to this Mr. Piroth
served as Chief Financial Officer and
Managing Director of the German and
Austrian activities of BT Global Services,
overseeing successful restructuring
processes, MA management and delivering
strong cash flow management. He also held
similar positions atVersatel Deutschland
GmbH and LambdaNet CommunicationsAG
and began his career at Mannesman Group.
Mr. Piroth received a Master of
telecommunication engineering from
RWTHAachen,Germany.
He was appointed to the Board on 1 January
2014 and will be seeking re-election at the
forthcomingAnnual General Meeting.
Board of Directors

Lam Kwok Chong
Independent, Non-Executive Director
Until December 2009, Lam Kwok Chong
was the Managing Director of Keppel
Telecommunications andTransportation
Ltd, a company listed on the Singapore
Exchange and a member of the Keppel
Group of companies. He currently
provides management services to
businesses based in Singapore and the
region and is a Non-Executive Director
at CSE Global Limited and Life Planning
Associates Pte Limited.
Mr. Lam first joined Keppel
Telecommunications andTransportation
Ltd as its Chief Financial Officer in 2003
and went on to assume the role of
Managing Director the following year.
Together with its Board of Directors,
Lam Kwok Chong was responsible for
formulating and implementing the
company’s business strategies.
He began his career with the Keppel
Group in 1980 and held a variety of senior
management positions within the Group,
before his move to KeppelTT. Mr. Lam
holds a Bachelor of Business
Administration from the National
University of Singapore.
29April 2008 and was last re-elected
on 24April 2013.
Daniel SimonAegerter
Non-Independent, Non-Executive Director
DanielAegerter is Chairman and Founder
ofArmada Investment Group which he
established as his family office organisation
after the successful merger of his B2B
software company,TRADEXTechnologies,
withAriba for $5.6B in March 2000. He is
also a Non-Executive Director atAdurion KG
in Kiechtenstein,Application Craft UK.
Limited and Nutmeg Saving and Investment
Limited in the UK,Gutburg Immobilien S.A
in Luxembourg and Kitedesk, Inc in the
United States.
Since 2000, Mr.Aegerter has been actively
involved in initiating various private equity
and venture capital transactions, and
invested across asset classes and regions.
His business experience spans both sides of
theAtlantic, as an investor and entrepreneur.
Mr.Aegerter started his first business at
the age of 18 (while completing his
apprenticeship at Swiss Bank Corporation).
He is also a proactive initiator of several
social investment projects and an active
member of theWorld Economic Forum.
Mr.Aegerter was appointed to the Board
on 12April 2010 and was last re-elected on
26April 2012. He will be seeking re-election
at the forthcomingAnnual General Meeting.
Uwe Markus Nickl
Chief Sales Officer
Uwe Nickl is Executive Director on the
Board of Directors and Chief Sales Officer
of euNetworks Group Limited, responsible
for all direct and indirect sales activities
for the Company, in addition to business
development. Mr. Nickl is also Managing
Director (Geschäftsführer) of the Group’s
German businesses. He joined the
Company in July 2009 as Chief Marketing
Officer, responsible for strategy, business
development, products, marketing and
sales.
Prior to joining euNetworks, Mr. Nickl
worked for Level 3 Communications for
10 years, where he held key positions.
In his most recent role as SeniorVice
President for strategy, product delivery
and marketing in Europe, Mr. Nickl
delivered industry leading results for the
European business, while also maintaining
global responsibility for the operations
and development of the Company’s
subsea cable system. Prior to this and
as Managing Director for Central and
Eastern Europe, he oversaw the successful
expansion of the Level 3 network from
Germany into key growth markets across
Eastern Europe.
He started his career in telecom with
SiemensAG in their public network
division in 1997. He studied business
administration in Germany andThe
Netherlands.
Mr. Nickl was appointed to the Board
on 1 January 2012 and was re-elected
on 26April 2012.
Board of Directors continued

Kai-Uwe Ricke
Kai-Uwe Ricke is Partner and Chairman
of the Board of Directors for Delta
Partners. He is also active as a co-investor
with private equity and has been a
Director in various companies of theTMT
sector. Mr. Ricke serves as a member of
the Supervisory Board of United Internet
AG,Germany and SUSI PartnersAG
in Switzerland. He worked for nearly
20 years in the telecommunication
industry, finally serving as Chief Executive
Officer of DeutscheTelekomAG.
Mr. Ricke is a German national and gained
his business education by studying at
the European Business School in Germany
and France and at theAmerican Graduate
School of International Management in
the United States.
12 April 2010 and was last re-elected
on 24April 2013.
Duncan James Daragon Lewis
Duncan Lewis is Chairman of the Nominating
Committee for euNetworks. He is also a
Director of Spirent Communications plc,
where he is a member of their Remuneration
Committee. He has worked in the telecom
and media industry for more than 25 years,
holding Chief Executive, Managing Director
and Chairman positions. Most recently Mr.
Lewis was Chief Executive Officer ofVislink
plc, stepping down from this position in
March 2011. He has held similar positions at
companies such as GTS Inc, Equant,Granada
Media Group and Mercury Communications.
His previous Director appointments include
Chairman of Euphony Holdings, Mobix
Interactive, MessageLabs and Sinotel Limited.
He was also a Non-Executive Director of
Viridian Plc. from 2002 to 2006 and an
Independent Director of Completel from
to 2008. Between 2002 and 2008 he served
as an advisor toThe Carlyle Group.Today
he is on the Board of Directors of Goldacre
Data Limited, Harlow DC GP Limited,
JQW plc, Mobbu Limited, MPme Limited,
NextiraOne bv, niu-Solutions Limited, Spirent
Communications Plc, Skydox Limited and
Teletique Limited.
Mr. Lewis is a graduate of Cambridge
University, and did post-graduate research
in both France and the United States.
He was appointed to the Board on 17 October
2011 and was re-elected on 26April 2012.
Mr. Lewis will be seeking re-election at the
forthcomingAnnual General Meeting.
John Neil Hobbs
Neil Hobbs brings over 25 years of experience
in the technology and telecommunications
industry, holding Chief Executive,Chairman
and senior executive positions.
Mr. Hobbs is Chief Executive Officer (CEO)
ofTerraPact Inc, taking up this position in
June 2013. He holds a position on the Board
of Directors of Cologix and is also Chairman
ofTeliris, having joined that business in 2010
as CEO. Prior toTeliris, Mr. Hobbs served
as President and CEO forAtlantix Global
Systems. He also held a number of senior
positions at Level 3 Communications, where
he guided the company to positive cash flow
for the first time in its history.As Executive
Vice President of Operations at Level 3,
Mr. Hobbs was responsible for $4.2B revenue,
$1B EBITDA and a $500M capital budget
operating in 22 countries around the
world. Prior to Level 3, he led global sales,
marketing and customer service, operating
in 65 countries for Concert, a joint venture
betweenATT and BritishTelecom.
Mr. Hobbs was appointed to the Board
on 1 January 2014 and will be seeking
re-election at the forthcomingAnnual
General Meeting.
Board of Directors

Jason Robert Booma
Non-Independent,Alternate Non-Executive
Director to JohnTyler Siegel Jr.
Jason Booma has been a Partner at
ColumbiaCapital since 2008 and
focuses on investments in the Internet
Infrastructure and Enterprise IT services
sectors.He is a member of the Board of
Directors of 2ndWatch,Cloud Sherpas,
Summit IG andTerraPact and is directly
involved inColumbia’s investments in
Endgame Systems,ZayoGroup LLC,
andGTSCentral Europe.
Prior to joiningColumbiaCapital,
Mr.Booma was an investor atCentennial
Ventures and held operating roles at
Level 3Communications.Mr.Booma
received a Bachelor of Science in
Computer Engineering from Northwestern
University and a Master of Business
Administration from the Kellogg School
of Management.
He was appointed to the Board as
alternate to Mr.Siegel on 6August 2009.
Simon Daniel Koenig
Non-Independent,Alternate Non-Executive
Director to Daniel SimonAegerter
Simon Koenig has been a Managing Director
and member of the Board of Directors at
Armada Investment Group, a Swiss based
single Family Office, since 2009. He is
involved in the overall wealth management
of theAegerter Family and responsible for
numerous holding companies. In addition,
he is a CEO at Gutburg Immobilien S.A,
a Luxembourg based real estate company.
Prior to joiningArmada Investment Group,
Mr. Koenig held various positions with Pemba
CreditAdvisors, KPMG Corporate Finance
and Credit Suisse.
Mr. Koenig received a Bachelor of Sciences
in Finance and Economics from the
University ofApplied Sciences in Zurich.
He is a member of the CFA Institute and
the Swiss CFA Society.
He was appointed to the Board as alternate
to Mr.Aegerter on 12April 2010.
JohnTyler Siegel Jr.
Non-Independent, Non-Executive Director
John Siegel has been a Partner of Columbia
Capital sinceApril 2000, where he focuses
on Internet Infrastructure and Enterprise IT
Services investments. He is also a member
of the Board of Directors of GTS Central
Europe,CloudSherpas, Summit IG,TerraPact,
Teliris Inc,Cologix, andVirtustream.
Mr. Siegel received his Bachelor ofArts
from Princeton University and his Master
of BusinessAdministration from Harvard
Business School.
He was appointed to the Board on 6August
2009 and was last re-elected on 26April
2012. Mr.Siegel will be seeking re-election
at the forthcomingAnnual General Meeting.
Board of Directors continued

Kevin Dean – Chief Marketing Officer
Kevin Dean joined euNetworks Group Limited as Chief Marketing Officer in March 2014. He is responsible
for products, marketing, sales operations and strategic activities of the Company.
Prior to joining euNetworks, Mr. Dean worked for Interxion for 4 years where he held the position of Chief
Marketing Officer. He was actively involved in the IPO of the company and also responsible for the marketing
strategy, segment marketing and business development activity across Europe. Prior to this he spent 6 years
at Colt telecom in senior marketing roles, and was alsoVice President, Marketing at Cable Wireless. Before
moving into communications, Mr. Dean spent 10 years in the IT industry, giving him a unique perspective
on the emerging cloud computing market.
He holds a Master of BusinessAdministration, in addition to his first degree inApplied Physics. Mr. Dean is
a fellow of the Chartered Institute of Marketing.
Gary Jordan – SeniorVice President,Operations
Gary Jordan is SeniorVice President of Operations, responsible for all Operations functions within the
business, including developing and maintaining the network, ensuring its physical integrity and performance.
He is also responsible for the deployment of all customer services and bandwidth associated projects. He
joined the Company in November 2008.
Mr. Jordan has held telecommunications operational roles for over 23 years. Prior to joining euNetworks,
he held a number of senior posts in fixed and wireless design, deployment and operation of fibre, copper
and GSM networks in Europe, the Middle East andAfrica.As a Senior Manager in Metromedia Fibre Networks,
Mr. Jordan was responsible for the engineering and construction of high capacity fibre networks in 16 cities
across 8 European countries. Before this he held senior positions at LucentTechnologies EMEA, Southwestern
Bell and Cox Communications. He was responsible for the planning and design of one of the first CATV
systems to be introduced into the UK, which later becameVirgin Media.
Gary holds a University Higher National Diploma in Electronics andTelecommunications and is trained in
Advanced Project Management IPM from the Stevens Institute of Project Management New Jersey.
RichardTaylor – General Counsel
RichardTaylor joined euNetworks Group Limited as General Counsel from Olswang solicitors inApril 2009.
Mr.Taylor is responsible to the Company and the Board of Directors for all legal, human resources and
compliance matters, including in relation to Singapore Stock Exchange issues.
Mr.Taylor worked for Olswang from 1996, although from 2002 to 2004 he worked for Gilbert +Tobin lawyers
in Sydney,Australia.At Olswang, Mr.Taylor specialised in commercial dispute resolution, in particular
focussing on the technology and telecoms sectors, and acted for euNetworks in its High Court claim
againstAbovenet, which settled in 2008.
He is qualified as a solicitor of the Supreme Court of England andWales and as a Legal Practitioner of the
Supreme Court of New SouthWales,Australia.
Andrew Field – Group Finance Director
Andrew Field is Group Finance Director for euNetworks. He joined the Group in January 2012 and is
responsible for the financial reporting, cash management, management accounting and centralised finance
functions of the Group.
Mr. Field has 32 years’ experience as a CharteredAccountant, both within the UK and internationally. He
spent time with PWC (PriceWaterhouse as it was then), initially in Southampton and then Johannesburg
where he managed a portfolio of multinational clients including Esso andToyota.After a period with
GrantThornton advising small to medium sized businesses, he then transitioned from practice to industry,
initially in the mobile phone infrastructure and handset business with a joint venture betweenVodafone
and LM Ericsson. Subsequently his career has seen him hold senior financial roles in a number of industries
including Internet payment processing where he was one of the first employees ofWorldPay and helped
develop their back office systems in what was at the time one of the first high volume internet payment
processors. He has also been influential in a number of other industries including private mobile telephony,
traffic management systems, the payTV industry, fine art auctions and retailing.
Key Management

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Corporate Governance Report............................................................ 29
Report of the Directors....................................................................... 38
Statement by Directors....................................................................... 46
Corporate
Governance

CorporateGovernance Report
TheCompany is committed to high standards of corporate governance in order to protect shareholders’
interests and maximise long-term shareholder value. As required by the Listing Manual (Section B:Rules
ofCatalist) of the Singapore Exchange SecuritiesTrading Limited (“SGX-ST”,the“Catalist Rules”),the
following report outlines the corporate governance practices of theCompany with specific reference
to the principles and guidelines set out in theCode ofCorporateGovernance 2012 (the“Code”).
Board Matters
PRINCIPLE 1: BOARD’S CONDUCT OF ITSAFFAIRS
The Board’s responsibilities are distinct from Management’s
responsibilities.
The principal functions of the Board are to:
• Set strategic objectives,values and standards (including ethical
standards and sustainability issues).
• Ensure necessary financial and human resources are in place
for theCompany to meet its objectives.
• Provide entrepreneurial leadership to theCompany,including
deciding on its corporate strategies and providing guidance
to Management on significant issues.
• Review and challenge Management’s strategic options and
planning processes and approve them.
• Approve theCompany’s annual business plan,including the
annual budget,capital expenditure and operational plans.
• Monitor Management’s performance,including against budgets
and business plans and in the deployment of capital expenditure,
and achieve an adequate return for shareholders.
• Approve all Board and Senior Management appointments
and assess the effectiveness of the Board as a whole.
• Perform an oversight role to ensure that Management has
established a framework of effective internal controls to safeguard
the shareholders’investment and theCompany’s assets.
• Approve announcements of material transactions and the release
of theCompany’s quarterly,half-yearly and annual results.
• Assist Management in the review,assessment and mitigation
of risk which theCompany faces.
• Identify key stakeholder groups and recognise that their
perceptions affect theCompany’s reputation.
• Consider sustainability issues as part of its strategic formulation.
• Ensure that obligations to shareholders and other stakeholders
are understood and met.
The Board has in place a formal Delegation ofAuthority to
Management which it reviews from time to time.The Board
retained authority to approve material transactions including
material acquisitions and disposal of assets, corporate and
financial restructuring, share issuance and write-off of assets.
The Board also delegates decision making to a committee
of its members from time to time, whilst retaining overall
responsibility.
Material transactions that require Board approval are contracts
outside approved budget by more than €750,000 per annum
(or non-budgeted expenses exceeding €500,000 per annum),
sales with a total contract value above €7,500,000 and
disposals of assets or acquisitions in excess of €5,000,000.
Four key Board committees support the Board, which are
the Nominating Committee (“NC”), the Remuneration
Committee (“RC”), theAudit Committee (“AC”) and the
Employee Share Option Scheme Committee (the“ESOS
Committee”). In financial year 2013, theTerms of Reference
of theAC were updated to reflect that the Board had formally
delegated to theAC responsibility for assisting the Board with
risk governance and oversight. In financial year 2013, theTerms
of Reference of the RC were updated to reflect the changes
to the Code of Corporate Governance. TheTerms of Reference
of the Nominating Committee were updated in February 2014
to reflect the changes to the Code.
All of the Committees are actively engaged and play an
important role in ensuring good corporate governance in
the Company and within the Group. All of the Committees
are comprised of a majority of Independent, Non-Executive
Directors.
The Board meets on a regular basis and as and when necessary
to address any specific, significant matters that may arise.
The attendance of the Directors at meetings of the Board and
Committees, as well as the frequency of such meetings during
the financial year ended 31 December 2013 is as set out in
the following table. In addition, the Board and each of the
Committees met on an ad hoc basis on a number of occasions
and also acted by written resolutions.

The Company Secretary and/or General Counsel attends Board
and Committee meetings and ensures that all Board procedures
are followed and that applicable rules and regulations are complied
with.The Company’s articles of association provide for meetings
to be held by telephone and video conference.
Before their appointment, all Directors who have not previously been
a Director of a Singapore company receive training explaining their
duties and obligations as Directors. All newly appointed Directors
also undergo an individual induction programme which includes
Management presentations on the Group’s businesses and strategic
plans and objectives. Upon appointment, they are also provided with
formal letters, setting out their duties and obligations.
The Board engaged in a full day’s strategy meeting on 21 June 2013,
at which senior members of Management presented an in depth
review of the Group’s proposed Strategic Plan for value creation,
which was considered and approved by the Board. The Board will
continue to hold in depth strategy meetings at least annually.
The Directors are conscious of the importance of continuing education
in areas such as legal and regulatory responsibility and accounting
issues, so as to update and refresh themselves on matters that affect
their performance as a Board, or as a Board committee member. The
Directors’ 2013 programme included training elements (in particular
with regard to the management of risk), and further training for
Directors will extend to relevant new laws, regulations and changing
commercial risks from time to time. Each Director has identified any
need that they have for additional training.The Company is responsible
for arranging and funding the training of Directors.
PRINCIPLE 2: BOARD COMPOSITIONAND GUIDANCE
The Board currently has a strong and independent element, with five
out of 10 Directors (including the Chairman and the Chairman of the
NC) considered Independent by the NC. The NC determines on an
annual basis whether or not a Director is Independent, bearing in mind
the Code’s definition of an“Independent Director” and guidance as to
relationships, the existence of which would deem a Director not
to be Independent.
As the Company’s activities continue to grow, the NC will continually
review the size and composition of the Board so that it will have
the necessary competency to be effective. The NC is of the view
that the Board comprises Directors who, as a group, provide core
competencies including accounting, finance, business, management,
industry knowledge, strategic planning experience and customer-based
experience and knowledge, required for the Board to be effective.
The Board and Management fully appreciate that fundamental
to good corporate governance is an effective and robust Board whose
members engage in open and constructive debate and challenge
Management on its assumptions and proposals, and that for this
to happen, the Board, in particular, the Non-Executive Directors,
led by the Non-Executive Chairman, must be kept well informed
of the Company’s businesses and affairs and be knowledgeable about
the industry in which the businesses operate.The Company continues
to put in place processes to ensure that the Non-Executive Directors
are well supported by accurate, complete and timely information,
have unrestricted access to Management, and have sufficient time
and resources to discharge their oversight function effectively.
In addition, Non-Executive Directors constructively challenge and
help develop proposals on strategy and also review the performance
of Management in meeting agreed goals and objectives and monitor
the reporting of performance.
The Non-Executive Directors also meet regularly without the presence
of Management.
PRINCIPLE 3: CHAIRMANAND CHIEF EXECUTIVE OFFICER
(“CEO”)
The division between Non-Executive Chairman and CEO ensures an
appropriate balance of power, accountability and independent decision
making by the Board. The Non-Executive Chairman’s role
(1) Including attendances by Daniel Aegerter’s alternate, Simon Daniel Koenig
(2) Including attendances by John Siegel’s alternate, Jason Robert Booma
Name Board Audit
Committee
Remuneration
Committee
ESOS Nominating
Committee
No. of meetings No. of meetings No. of meetings No. of meetings No. of meetings
held attended held attended held attended held attended held attended
Nicholas George 8 8 4 4 2 2 2 2 3 3
Brady Reid Rafuse 8 8 N/A N/A N/A N/A N/A N/A 3 3
John Louis Scarano 8 8 N/A N/A N/A N/A N/A N/A N/A N/A
Uwe Markus Nickl 8 8 N/A N/A N/A N/A N/A N/A N/A N/A
Daniel Simon Aegerter1
8 8 N/A N/A N/A N/A N/A N/A N/A N/A
Lam Kwok Chong 8 8 4 4 N/A N/A N/A N/A N/A N/A
Duncan James Daragon Lewis 8 7 4 3 N/A N/A N/A N/A 3 3
Kai-Uwe Ricke 8 7 N/A N/A 2 2 2 2 3 2
John Tyler Siegel Jr.2
8 8 4 3 2 2 2 2 3 3
CorporateGovernance Report continued

euNetworks 2013 Annual Report

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euNetworks 2013 Annual Report